AMENDED AND RESTATED GROUND LEASE FOR THE LAND KNOWN AS THE WEST LOT BY AND BETWEEN DENVER METRO POLIT AN MAJOR LEAGUE BASEBALL STADIUM DISTRICT, AS LANDLORD, AND COLORADO ROCKIES BASEBALL CLUB, LTD., AS TENANT 1660S30.8 Table of Contents Page 1. DEFINITIONS AND EXHIBITS 2 1.1 Definitions 2 1.2 Exhibits 18 1.3 Amendment and Restatement 18 2. GRANT OF LEASE 18 2.1 Demise 18 2.2 Quiet Enjoyment 18 2.3 Landlord and Tenant Covenants 18 2.4 Condition of Premises 19 2.5 Memorandum of Term 19 3. RENT 19 3.1 Annual Rent 19 3 .2 Net Lease; Additional Rent 20 3 .3 Terms of Payment 20 3.4 Interest on Late Payments 20 3.5 Right to Accept Payments 20 4. USE AND DEVELOPMENT 21 4.1 Use of Premises 21 4.2 Compliance 21 4.3 Environmental Matters 22 4.4 Wynkoop Walkway 25 4.5 Development Matters 28 5. IMPROVEMENTS 30 5.1 Improvements 30 5.2 Title to Improvements 31 5.3 Deed at Expiration or Termination 31 6. UTILITIES AND REPAIRS 32 6.1 Utilities 32 6.2 Repairs 32 7. TAXES 32 7.1 Payment of Taxes 32 1660S30.8 Table of Contents ( continued) Page 7.2 Proration at Beginning and End of Term 32 7 .3 Special Assessments 33 7 .4 Tax Contests 33 8. INSURANCE 33 8.1 Tenant's Insurance 33 8.2 Other Insurance Provisions 36 8.3 Right to Update Insurance 36 8 .4 Separate Insurance Agreements 3 7 8.5 Proof of Insurance 37 8.6 Waiver of Subrogation 37 8.7 Landlord's Governmental Immunity 38 9. DAMAGE OR DESTRUCTION 38 9.1 Tenant's Option to Terminate 38 9.2 Repair and Restoration 38 9.3 Application of Insurance Proceeds 39 10. WAIVERS AND INDEMNITY 40 IO.I Waivers 40 10.2 Tenant Indemnification 41 10.3 Landlord Cooperation 43 11. CONDEMNATION 44 11.1 Notice 44 11.2 Termination Option on Substantial Taking 44 11.3 Continuation of Lease 44 11.4 Awards 44 12. TRANSFERS AND, SUBLETTING 45 12.1 Transfers 45 12.2 Release of Transferring Party 46 12.3 Subletting 47 12.4 Nondisturbance and Attornment 47 13. LEASEHOLD FINANCING 50 17603462.21 ii Table of Contents ( continued) Page 13 .1 Leasehold Mortgage with Master Subtenant 50 13.2 Unit Mortgages with Unit Owners 54 13.3 Residential Unit Owner Financing 57 13 .4 Survival 57 13.5 Modification 57 13.6 Encumbrance of Fee Estate 57 14. END OF TERM 58 14.l Surrender 58 14.2 Holding Over 58 15. LIENS AND ESTOPPEL CERTIFICATES 58 15.1 Liens 58 15.2 Lien Contests 59 15.3 Estoppel Certificates 59 16. EVENTS OF DEFAULT AND LANDLORD'S REMEDIES 60 16.1 Default by Tenant 60 16.2 Landlord's Remedies 61 16.3 Default by Landlord 64 16.4 Tenant's Remedies 64 16.5 General Provisions 65 17. REPRESENTATIONS 65 17 .1 Representations by Tenant. 65 17 .2 Representations by Landlord 67 18. ARBITRATION 68 18.1 Arbiter 68 18.2 Arbiter's Experts 69 18.3 Expedited Arbitration 69 18.4 Equitable Litigation 69 18.5 Binding Award; Subsequent Enforcement.. 70 18.6 Expenses; Attorneys' Fees 71 19. RIGHT OF FIRST OFFER TO PURCHASE LANDLORD'S INTEREST 71 17603462.21 iii Table of Contents ( continued) Page 19 .1 Offer Notice; Acceptance Notice 71 19 .2 Purchase and Sale Agreement 71 19 .3 Rejection of Offer Notice 71 19.4 Limitations on Tenant's Rights 72 20. MISCELLANEOUS 72 20.1 Notices 72 20.2 Binding Effect 73 20.3 Complete Agreement; Modification 73 20.4 Enforcement Expenses 73 20.5 No Waiver 73 20.6 Short Form Lease 73 20.7 Captions 74 20.8 Severability 74 20.9 Jury Trial 74 20 .10 Authority to Bind 7 4 20.11 Only Landlord/Tenant Relationship 74 20.12 Limitation on Landlord's Liability 74 20.13 Limitation on Damages 75 20.14 Covenants Independent 75 20 .15 Governing Law 7 5 20.16 Anti-Discrimination Clause 75 20.17 Counterparts 75 20.18 Landlord's Consent 75 20.19 Tenant Obligations 75 20.20 No Merger 76 Exhibit A Legal Description ofthe Land A-1 Exhibit A-1 Legal Description of the Garage Unit. A-1-1 Exhibit A-2 Legal Description of the Office Unit A-2-1 Exhibit A-3 Legal Description of the Hotel Unit.. A-3-1 Exhibit A-4 Legal Description of Residential Unit A-4-1 17603462.21 iv Table of Contents ( continued) Page Exhibit A-5 Legal Description of Retail Unit.. A-5-1 Exhibit A-6 Legal Description of Plaza A-6-1 Exhibit B Legal Description of the Wynkoop Walkway B-1 Exhibit C Form of Landlord Consent C-1 Exhibit D Form of Memorandum ofLease D-1 Exhibit E The Development. E-1 Exhibit F-1 Form ofNondisturbance Agreement with Subsidiary Subtenant F-1-1 Exhibit F-2 Form ofNondisturbance Agreement with Master Subtenant.. F-2-1 Exhibit F-3 Form ofNondisturbance Agreement with Unit Owner F-3-1 Exhibit F-4 Form ofNondisturbance Agreement with Commercial Occupants F-4-1 Exhibit F-5 Form ofNondisturbance Agreement for all Residential Occupants F-5-1 Exhibit G Sublease Parameters G-1 17603462.21 V AMENDED AND RESTATED GROUND LEASE LAND KNOWN AS THE WEST LOT DENVER, COLORADO THIS AMENDED AND RESTATED GROUND LEASE (this "Lease") is entered into as of March 31, 2017 (the "Effective Date") by and between DENVER METROPOLITAN MAJOR LEAGUE BASEBALL STADIUM DISTRICT, a body corporate and politic and a political subdivision of the state of Colorado ("Landlord"), and COLORADO ROCKIES BASEBALL CLUB, LTD., a Colorado limited partnership ("Tenant''). RECITALS This Lease is made with respect to the following facts: A. Landlord and Tenant are parties to that "Stadium User Agreement" (as defined below) of even date herewith with respect to Tenant's use and operation of certain land, improvements and other property making up the "Stadium" (as defined below). B. Pursuant to the Act, the General Assembly of the State of Colorado has created Landlord for the purposes of acquiring a site, financing, constructing, and leasing a major league baseball stadium. C. In connection with the development of the Stadium itself, Landlord also acquired certain surrounding properties, including, without limitation, the Premises (as defined below). D. Landlord and Tenant entered into that certain Ground Lease Agreement dated as of March 31, 2017 (the "Existing Lease") with respect to certain property described therein located across 20th Street from the Stadium in Denver, Colorado. E. Landlord and Tenant have agreed to amend and restate the Existing Lease to address certain matters related to Tenant's development of the "Land" (as defined below) as more specifically set forth below. 1660530.8 F. Landlord and Tenant have agreed to enter into this Lease with respect to the Premises on the terms and conditions set forth below. AGREEMENT In consideration of the facts set forth in the Recitals and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows: 1. DEFINITIONS AND EXHIBITS. 1.1 Definitions. In this Lease, the following defined terms have the meanings set forth for them below or in the section of this Lease indicated below: "Acceptance Notice" is defined in Section 19.1. "Act" means the Denver Metropolitan Major League Baseball Stadium District Act at §32-14-101, et seq., of the Colorado Revised Statutes, as it may be amended from time to time. "Additional Rent" any and all amounts payable by Tenant in additional to Annual Rent, including all costs and expenses relating to the Premises which accrue during or are allocable to the Term, including, without limitation, if not paid by Tenant: (a) Taxes; (b) insurance costs; (c) utility charges; and ( d) maintenance and repair expenses. "Affiliate Transfer" means at any time during the Term, a Transfer to a Control Affiliate of Tenant. "Annual Rent" means the Rent payable according to Section 3.1. "Arbiter" means the single person chosen to arbitrate on behalf of JAG pursuant to the procedure set forth in Section 18.1. "Arbitration" means the process by which a party submits an Arbitration Dispute to binding arbitration pursuant to Section 18. 2 1660S30.8 "Arbitration Dispute" means any event of default or any other dispute between the Landlord and the Tenant under, in connection with or relating to this Agreement, but specifically excluding Tenant's failure to pay Annual Rent, in which case, Landlord will have the right to pursue any and all of its remedies under applicable Laws in a court of competent jurisdiction in the county in which the Premises are located, including, without limitation, an eviction action. "Bankruptcy Code" means the United States Bankruptcy Code (Title 11 U.S.C.) as now or hereafter in effect. "Building" means any enclosed building constructed or installed upon the Land. The term "Building" will not, however, include any patio or other outdoor seating or sales area that may be attached or adjacent to a Building. "Capital Fund" means that fund established pursuant to the Stadium User Agreement to be held by Landlord to fund repairs to the Stadium. "CCIOA" means the Colorado Common Interest Ownership Act, C.R.S. § 38-33.3-101 et seq. (or any successor statute). "Commencement Date" means April 1, 2017. "Commercial Occupant" means a party to whom a Unit Owner grants the right to possess all or a portion of the applicable Development Component according to a sub-sub-sub• sublease or a leasehold condominium conveyance.